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Securities Regulation Keyed to Coffee
Taylor v. Perdition Minerals Group, Ltd.
Facts
Mulvihill, Perdition Minerals Group's chief executiveofficer began discussions with W.W. Taylor about Taylor's possible investment in Perdition. Taylor was given Mulvihill’sresume, a list of refernecs and a financial statement. Taylor informed Mulvihill would buy 400,000 shares of Perdition, with the value of $200,000. Taylor was introduced as a possible investor on November 20, 1981, at a Perdition shareholders' meeting. Previous to the meeting, Mulvihill had guaranteed Taylor that the Perdition stock was valued at over $1.34 per share and that no audit would be performed. At the meeting a director, Harris, made a motion to ire Fox to perform the audit, shortly after, Taylor asked a friend and business associate of Fox’s to look into Perdition’s audit. Taylor's friend discovered there was no impending audit, that his $200,000 investment was not disclosed in Perdition’s financial statement, that the SEC was investigating Perdition's Montana properties, and, in violation of the state law, his shares in Perdition were unregistered. In order to recover the price paid, Taylorbrought suit to rescind the sale of the Perdition securities. Perdition’s directors were granted summary judgment in their favor by the trial court on the grounds that the record failed to prove they materially aided in the illegal sale of securities. Taylor appealed.
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